TERMINATION AND CANCELLATION OF PROMISSORY NOTE

                                                                   Exhibit 10.11

                         GRAND HAVANA ENTERPRISES, INC.

                       1990 WESTWOOD BOULEVARD, PENTHOUSE

                              LOS ANGELES, CA 90025

                                September 26, 2004

Mr. Harry Shuster

1990 Westwood Boulevard, Third Floor

Los Angeles, California   90025

Dear Mr. Shuster:

      When    countersigned   by   you   below,   this   letter   will   set   forth   our

understanding and constitute our agreement as to the following:

      As of September 26, 2004, Grand Havana   Enterprises,   Inc. (the "Company")

is   indebted   to you in the total   amount   of   $2,435,050.42,   which   represents

$1,722,974.31   in principal and $712,076.11 in unpaid interest accrued as of the

date hereof,   as a result of that certain   Promissory Note, dated March 1, 2004,

in the principal amount of $2,500,900.81   (the "Outstanding   Promissory   Note").

You hereby acknowledge and agree that the